EXHIBIT 10(b-3)
THIRD AMENDMENT
TO
SECOND INSURANCE AGREEMENT
This AMENDMENT, made this 15th day of July, 1997, (this "Amendment"),
to the Second Insurance Agreement, dated as of October 24, 1995 (the"Insurance
Agreement"), by and between Delta Clearing Corp. ("Delta") and Capital Markets
Assurance Corporation ("CapMAC").
WHEREAS, Delta and CapMAC entered into the First Amendment to the
Second Insurance Agreement, dated September 25, 1996, to exclude from the
definition of New Worth contained in Section 4(g) of the Insurance Agreement
the issuance by Delta to its stockholders of subordinated notes in an
aggregate principal amount not in excess of $2 million;
WHEREAS, CapMAC and Delta have entered into the Second Amendment to
the Second Insurance Agreement, effective as of April 12, 1997, pursuant to
which the premium paid by Delta to CapMAC pursuant to Section 5(a) of the
Insurance Agreement has been reduced; and
WHEREAS, CapMAC has agreed, subject to the terms hereof, to further
amend the definition of Net Worth contained in the Insurance Agreement to
allow Delta to raise additional capital through the issuance to its
stockholders of up to an additional $2 million aggregate principal amount of
subordinated notes.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to the Insurance Agreement. Section 4 (g) of the
Insurance Agreement, as amended by the First Amendment to the Second Insurance
Agreement, is hereby further amended by deleting the entire text of the second
sentence thereof and substituting the following text therefor:
"Net Worth" of the Company shall mean the excess of all
assets (excluding any value for goodwill, trademarks, patents,
copyrights, organization expenses and other similar intangible items)
over all liabilities (excluding up to $4 million of subordinated
notes issued to stockholders of the Company), as determined and
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computed in accordance with generally accepted accounting principles
consistently applied. The terms and form of any subordinated notes
issued by the Company to its stockholders shall be approved by CapMAC
prior to issuance.
2. Expenses. The Company agrees to pay CapMAC its out-of-pocket
expenses (including, without limitation, reasonable attorneys' fees and
expenses) in connection with the preparation, execution and delivery of this
Amendment.
3. Governing Law. This Amendment shall be governed by and construed
and interpreted in accordance with the laws of the State of New York without
regard to the principles of conflicts of laws.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective when each party hereto shall have received a
counterpart hereof duly executed by the other party hereto.
5. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the ___ day of August, 1997
DELTA CLEARING CORP.
By: Xxxxxxx X. Xxxxxx \s\
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Title: President
CAPITAL MARKETS ASSURANCE CORPORATION
By: Xxxx Xxxxx \s\
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Title: Vice President
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